TECHNICAL TESTING SERVICES AGREEMENT ($10,000 OR MORE) This Technical Testing Services Agreement is between The Board of Trustees of the University of Illinois, a body corporate and politic organized and existing under the laws of the State of Illinois, on behalf of the University of Illinois at Urbana-Champaign and acting through its Sponsored Programs Administration (“UNIVERSITY”), and [legal name of organization requesting testing services], with its principal office at [organization's address] ("COMPANY") INTRODUCTION COMPANY has identified a need to conduct certain tests that: (a) require use of unique or special UNIVERSITY facilities that either not exist elsewhere or are not readily accessible; and (b) involve established, pre-existing methods of a primarily technical nature; and (c) not require original, creative research (“Technical Tests”); and COMPANY has determined that it cannot obtain equivalent Technical Tests from a commercial COMPANY; and UNIVERSITY, through its [respective UIUC unit], has determined that UNIVERSITY’s performance of the Technical Tests is justified under The General Rules Concerning University Organization and Procedure TERMS OF AGREEMENT PERFORMANCE OF TECHNICAL TESTING SERVICES 1.1 TECHNICAL TESTING SERVICES UNIVERSITY, through its faculty and staff, will perform the specific Technical Tests prescribed in the statement of work titled [title of statement of work] and attached as Exhibit A, which identifies the specific testing methods and unique UNIVERSITY equipment/facilities to be used and the objectives to be achieved (“Services”) UNIVERSITY will perform the Services in accordance with standards appropriate to an institution of higher education 1.2 TEST RESULTS UNIVERSITY will deliver to COMPANY all observational data, measurements and other results required under the statement of work (“Test Results”) Test Results will be the property of COMPANY UNIVERSITY will retain copies of Test Results for a minimum of two years after completion of Services 1.3 INTERPRETATION AND ANALYSIS UNIVERSITY shall not provide consulting services or interpretation or analysis of Test Results under this agreement 1.4 TECHNICAL CONTACTS Each party appoints the following individual to serve as its technical contact during performance of Services Each party will notify the other of any change in the technical contact in accordance with the notice requirements of this agreement For UNIVERSITY: [name of UIUC technical contact] For COMPANY: [name of COMPANY's technical contact] 1.5 TEST MATERIALS COMPANY will furnish the following materials to UNIVERSITY in connection with the Services (“Test Materials”): If not applicable, the remainder of this Section 1.5 shall not apply 1.5.1 UNIVERSITY shall use the Test Materials only for the Services 1.5.2 Nothing in this agreement grants UNIVERSITY any rights to use Test Materials or any products or processes derived from Test Materials for profit-making or commercial purposes COMPANY has no obligation to grant UNIVERSITY a license to use Test Agreement #: Materials UNIVERSITY will not transfer the Test Materials to any third party for any reason and will direct any third party requests for Test Materials to COMPANY 1.5.3 UNIVERSITY will exercise reasonable care in the handling and storage of Test Materials but will not be liable to COMPANY for any loss of or damage to Test Materials 1.5.4 At COMPANY's direction, UNIVERSITY either will (a) destroy all unused Test Materials and upon request provide COMPANY certification of destruction; or (b) return to COMPANY, at COMPANY’s expense and to a location within the U.S., all unused Test Materials 1.6 INDEPENDENT CONTRACTOR S TATUS UNIVERSITY will at all times control the manner in which the Services are performed, including the scheduling of the Technical Tests UNIVERSITY will furnish the tools, equipment and materials (other than the Test Materials) necessary for its performance of the Services PROPRIETARY/CONFIDENTIAL INFORMATION 2.1 “Confidential Information” means trade secrets and commercial or financial information furnished by COMPANY to UNIVERSITY under a claim that the trade secrets and information are proprietary, privileged or confidential and that unauthorized disclosure to a third party would cause COMPANY competitive harm 2.2 The Services require disclosure of COMPANY's Confidential Information to UNIVERSITY personnel: Yes No 2.3 UNIVERSITY will advise its employees to use reasonable efforts to hold in confidence all Confidential Information received from COMPANY in connection with the Services UNIVERSITY may share Confidential Information with third parties to the extent necessary to perform the Services under terms consistent with this agreement For written disclosures, COMPANY will mark the information “Confidential” at the time of disclosure For oral or visual disclosures, COMPANY will designate the information “Confidential” at the time of disclosure and confirm such designation in writing to the UNIVERSITY no later than 30 days after disclosure 2.4 UNIVERSITY’S obligation of confidentiality shall extend for three years from disclosure and shall not apply to information: (a) in UNIVERSITY’S possession on a non-confidential basis prior to receipt from COMPANY; (b) in the public domain or is general or public knowledge prior to disclosure, or after disclosure, enters the public domain or becomes general or public knowledge through no fault of UNIVERSITY; (c) lawfully obtained by UNIVERSITY from a third party without any known or apparent confidentiality obligation to COMPANY; (d) explicitly approved for release by written authorization of COMPANY; (e) developed by UNIVERSITY independent of UNIVERSITY’S access to COMPANY’s Confidential Information; or (f) required by law or by a court or administrative order to be disclosed INVENTIONS 3.1 OWNERSHIP “Inventions” means those potentially patentable discoveries, including pending patent applications and issued patents, first conceived and actually reduced to practice in performance of the Services The parties not anticipate that Inventions will result from UNIVERSITY’s performance of the Services; however, if an Invention results from performance of this agreement, then: 3.1.1 COMPANY INVENTIONS Title to Inventions conceived through UNIVERSITY’s access to Confidential Information provided in connection with this agreement and that are intrinsic to or derived directly from COMPANY Confidential Information shall vest in COMPANY Page of SPA Form 01/19 3.1.2 OTHER INVENTIONS Title to Inventions other than those described in Subsection 3.1.1 shall vest as follows: Inventions of UNIVERSITY employees shall vest in UNIVERSITY; Inventions of COMPANY’s employees shall vest in COMPANY; and the parties shall jointly own all Inventions of employees of both UNIVERSITY and COMPANY 3.2 DISCLOSURE UNIVERSITY shall promptly notify COMPANY of any Invention disclosure received by its Office of Technology Management and in which COMPANY would have an ownership interest 3.3 LICENSE OPTION For any Invention in which UNIVERSITY has an ownership interest, UNIVERSITY grants to COMPANY a first option to negotiate a license on reasonable commercial terms The option period will be six months, beginning on the date the UNIVERSITY discloses the Invention to COMPANY PUBLICATION 4.1 PERMISSION TO PUBLISH UNIVERSITY may publish Test Results as indicated below: Any public disclosure of the Test Results by UNIVERSITY will be in collaboration with COMPANY, as scientifically appropriate and in accordance with this Article UNIVERSITY may not publish the Test Results (If checked, the remainder of this Article shall not apply.) 4.2 REVIEW PERIOD At least 30 days prior to any publication, UNIVERSITY shall submit the manuscript or presentation material to COMPANY for review If COMPANY determines that the manuscript or presentation material improperly discloses Confidential Information, or contains potentially patentable subject matter, COMPANY will notify UNIVERSITY of its determination in writing no later than 30 days from its receipt of the manuscript or presentation material 4.3 NOTIFICATION BY COMPANY After notification by COMPANY and prior to publication, UNIVERSITY will delete Confidential Information from the manuscript or presentation material In the case of potentially patentable subject matter, UNIVERSITY may delay enabling disclosure of the subject matter for no more than 90 days from the date of submission of the manuscript or presentation material to COMPANY in order to provide adequate time to file for statutory protection Alternatively, UNIVERSITY may either delete the potentially patentable subject matter or modify the manuscript or presentation material to avoid enabling disclosure and proceed with publication without delay 4.4 COMPANY’S S ILENCE If UNIVERSITY does not receive written notice from COMPANY within the prescribed review period, UNIVERSITY may proceed with publication as proposed COMPENSATION 5.1 FACILITIES AND ADMINISTRATIVE COSTS (F&A) The UNIVERSITY may recover overhead costs based upon its federally negotiated F&A rates for Other Sponsored Activity (OSA) 5.2 PAYMENT S CHEDULE In consideration for UNIVERSITY’s performance of Services, COMPANY will pay to UNIVERSITY compensation in the amount and manner indicated below: COST-REIMBURSEMENT No more frequently than monthly, UNIVERSITY will invoice COMPANY based upon the budget set forth in Exhibit B Within 30 days from receipt of invoice, COMPANY will pay UNIVERSITY the full amount then due BILLABLE-RATE-BASIS No more frequently than monthly, UNIVERSITY will invoice COMPANY based upon the rates set forth in Exhibit B The rates and charges expressed in Exhibit B are subject to change upon 30 days’ prior written notice to COMPANY Within 30 days from receipt of invoice, COMPANY will pay UNIVERSITY the full amount then due Page of SPA Form 01/19 FIXED-PRICE COMPANY will pay UNIVERSITY in accordance with the payment schedule set forth in Exhibit B 5.3 FEDERAL FUNDS If the U.S government is the source of any of the funds paid by COMPANY under this agreement, then COMPANY represents the following: Percent of federal funds: % CFDA #: Federal agency providing funds: Are the funds subject to audit? Yes No Audit standards: Uniform Guidance Audit Requirements at CFR subpart F Other (attach pertinent information) 5.4 BILLING ADDRESS UNIVERSITY will send all invoices to COMPANY at the following address: [COMPANY's billing address] 5.5 REMITTANCE COMPANY will promptly pay UNIVERSITY in U.S currency by one of the following payment options: (a) By check made payable to the "University of Illinois" and mailed to: University of Illinois Sponsored Programs Administration, Post-Award 28392 Network Place Chicago, IL 60673-1283 U.S.A (b) By Automated Clearinghouse (“ACH”) sent to UNIVERSITY’s bank account: Financial Institution Address Nine-Digit Routing Transit Number Depositor Account Title Depositor Checking Account Number JP Morgan Chase Bank, N.A 10 South Dearborn Chicago, IL 60603-2300, USA 071000013 The Board of Trustees of the University of Illinois, EDI Receipts and Federal Depository 616002911 (c) By International Wire Transfer: Financial Institution JP Morgan Chase Bank, N.A Address New York Plaza, Fl 15 New York, NY 10004 Nine-Digit Routing Transit Number 021000021 Depositor Account Title The Board of Trustees of the University of Illinois, EDI Receipts and Federal Depository Depositor Checking Account Number 616002911 Swift Code: CHASUS33XXX Type of Account: Checking Page of SPA Form 01/19 TERM AND TERMINATION 6.1 TERM This agreement is effective on the date signed by the last of the parties to sign, or otherwise on the following date: [effective date if other than date signed], and will expire on [expiration date] 6.2 TERMINATION (a) Either party may terminate this agreement prior to its expiration date by providing written notice to the other party at least 30 days in advance of termination (b) If COMPANY terminates this agreement, then COMPANY will promptly pay UNIVERSITY for Services performed, including non-cancellable obligations made by UNIVERSITY prior to UNIVERSITY’s receipt of termination notice (c) If UNIVERSITY terminates this agreement, UNIVERSITY will complete, to the extent practicable, any Services in progress when notice is received DISCLAIMER OF WARRANTIES UNIVERSITY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ITS PERFORMANCE UNDER THIS AGREEMENT UNIVERSITY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS WITH REGARD TO THE TEST RESULTS LIMITATION OF DAMAGES/LIABILITY TO THIRD PARTIES UNIVERSITY SHALL NOT BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL (INCLUDING LOST REVENUE, LOST PROFITS, LOSS OF USE OR DATA, BUSINESS INTERRUPTION OR OTHER ECONOMIC LOSS) HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, ARISING FROM OR RELATED TO COMPANY’S USE OF THE TEST RESULTS, EVEN IF UNIVERSITY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES COMPANY, AND NOT UNIVERSITY, SHALL BE RESPONSIBLE FOR THIRD-PARTY LIABILITIES ARISING FROM OR RELATED TO COMPANY'S USE OF THE TEST RESULTS G ENERAL PROVISIONS 9.1 USE OF NAMES Neither party will use the name of the other in any form of advertising or publicity without the express written permission of the other party COMPANY shall seek permission from UNIVERSITY by submitting the proposed use, well in advance of any deadline, to the Associate Chancellor for Public Affairs, University of Illinois, Third Floor Swanlund Administration Building, 601 East John Street, Champaign, IL 61820; fax (217) 244-7124 9.2 RELATIONSHIP OF THE PARTIES Neither party is agent, employee, legal representative, partner or joint venturer of the other Neither party has the authority to bind the other party to any contract 9.3 CHOICE OF LAW This agreement will be construed in accordance with the laws of the State of Illinois, U.S.A., without reference to its conflict of law provisions If COMPANY is a unit of any state government, including a public institution of higher education, COMPANY does not waive any defenses or immunities afforded by federal law or the laws of the state in which COMPANY is a unit of government All suits against UNIVERSITY arising out of this agreement must be filed in accordance with the Illinois Court of Claims Act 9.4 THIRD PARTY BENEFICIARIES This agreement does not create any third party beneficiary rights 9.5 SEVERABILITY If a court of competent jurisdiction finds any provision of this agreement unenforceable, such finding will not affect the validity of any other provision of this agreement and the parties will continue to perform If this agreement cannot be performed in the absence of the provision, this agreement will terminate on the date either party receives written notice of termination from the other party 9.6 INTEGRATION This agreement embodies the entire understanding of the parties and supersedes all previous or contemporaneous communications, either oral or written, between the parties relating to the subject matter of this agreement UNIVERSITY will accept purchase orders or other similar Page of SPA Form 01/19 payment instruments issued by COMPANY pursuant to this agreement for payment purposes only No such payment instruments will be construed to modify this agreement 9.7 AMENDMENTS No modification to this agreement will be effective unless confirmed in a written amendment signed by each party’s authorized signatory 9.8 COUNTERPARTS The parties may sign this agreement in counterparts, each of which constitutes an original and all of which together constitute the agreement Facsimile signatures, such as in a scanned PDF, constitute original signatures for all purposes 9.9 ASSIGNMENTS This agreement shall bind, and inure to the benefit of, the parties and any successors in interest to substantially the entire assets of the respective party Neither party may assign this agreement without first obtaining the prior written consent of the other party, and any attempted assignment without such consent is void 9.10 FORCE MAJEURE A party will be excused from performance of this agreement only to the extent that performance is prevented by conditions beyond its reasonable control The party claiming excuse for delay will promptly notify the other party and will resume its performance as soon as performance is possible 9.11 EXPORT CONTROL Each party acknowledges that performance of all obligations under this agreement is contingent on compliance with U.S export and trade laws (collectively, “U.S Export Control Laws”) and foreign export and import laws COMPANY shall provide notice to UNIVERSITY prior to furnishing, directly or indirectly, any Confidential Information, Test Materials, or other items that are (1) subject to the International Traffic in Arms Regulations and found at the following address: http://www.pmddtc.state.gov/regulations_laws/itar.html ; or (2) are described on the Commerce Control List of the U.S Export Administration Regulations and found at the following address: http://www.bis.doc.gov/policiesandregulations/ear/index.htm As part of the notice, COMPANY shall provide to UNIVERSITY all relevant U.S Munitions List categories and subcategories; export control classification numbers; or similar information identifying which U.S Export Control Laws apply to the furnished items COMPANY also certifies that (a) neither COMPANY nor any COMPANY personnel who will access the Test Results are subject to debarment or other sanctions under U.S Export Laws; and (b) COMPANY is not located in any country, or acting on behalf of any person, entity, or country, that is subject to embargoes or other sanctions pursuant to U.S Export Control Laws Notices under this section shall be directed to UNIVERSITY’s Export Compliance Officer at exportcontrols@illinois.edu 9.12 RESOLUTION OF DISPUTES The parties will enter into good faith negotiations to resolve any disputes arising from this agreement Resolution will be confirmed by written amendment If the parties cannot resolve any dispute amicably through negotiation, either party may terminate this agreement with notice and pursue all other available remedies 9.13 S URVIVAL All terms of this agreement that are intended to survive termination or expiration in order to be effective shall survive termination or expiration 9.14 NOTICES Any notice given under this agreement will be in writing and will be effective upon receipt evidenced by: (a) personal delivery; (b) confirmed facsimile transmission; (c) return receipt of postage prepaid registered or certified mail; or (d) delivery confirmation by commercial overnight carrier All communications will be sent to the addresses set forth below or to such other address designated by a party by written notice to the other party in accordance with this section: UNIVERSITY: For matters related to this agreement: Page of SPA Form 01/19 University of Illinois Director Pre-Award, Sponsored Programs Administration 1901 South First Street, Suite A Champaign, IL 61820-7406 Telephone: (217) 333-2187 Fax: (217) 239-6830 (e) UNIVERSITY will send all COMPANY notices to COMPANY’s principal office, attention of the signatory to this agreement, unless otherwise provided as follows: [address for notices to COMPANY if different than address in first paragraph] 9.15 AUTHORIZED SIGNATORIES Each party represents that the individuals signing this agreement on its behalf are authorized, and intend, to bind the organization in contract COMPANY By: Date _ Printed Name Title THE BOARD OF TRUSTEES OF THE UNIVERSITY OF ILLINOIS By: Avijit Ghosh, Comptroller Date Signature of Comptroller Delegate Date Printed Name and Title of Comptroller Delegate Acknowledgment by: University technical contact (responsible faculty member) Printed Name Approved for legal form by Office of University Counsel [LMP.01/2019] Page of SPA Form 01/19 ... subpart F Other (attach pertinent information) 5.4 BILLING ADDRESS UNIVERSITY will send all invoices to COMPANY at the following address: [COMPANY's billing address] 5.5 REMITTANCE COMPANY will